20210407Application.pdf

lt lncal
I. TEI.EPHONE
Apil7,202l
Commission Secretary
Idaho Public Utilities Commission
472 W . Washington Street
PO Box 83720
Boise, lD 83720-0074
RE: Case No. ?kf - T- 2t-o t
Request for Approval of Negotiated lnterconnection Agreement Between Project Mutual Telephone
and Teleport Communications America LLC.
Good morning:
Project Mutual Telephone (PMT) as the ILEC has entered into an interconnection agreement with Teleport
Communications America LLC. This is an original agreement and is being e-filed only. If a hard copy of
this filing is required, please let me know.
PMT respectfully requests approval of this request as filed.
If you have questions regarding this agreement, please contact Mike Walsh of PMT at(208)434-3333.
Thank you in advance for your assistance in this matter.
Sincerely,
Mike Walsh
Sales/Engineering Manager
TCA/PMT Interconnection Agreement
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
BETWEEN
PROJECT MUTUAL TELEPHONE COOPERATIVE ASSOCIATION, INC.
AND
TELEPORT COMMUNICATIONS AMERICA, LLC
THIS INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
(the "Agreernent") is made by and between Project Mutual Telephone Cooperative Association, Inc.
("Company"), an Incuntbent Local Exchange Cartier ('ILEC") certificated in the State of Idaho, (the
"State"), and Teleport Conununications America, LLC, ("TCA") a Competitive local Exchange
Carrier, on behalf of itself and its operating affrliates in the State, and shall be deerned effective as of
this l8th day of March,2O2l ("Effective Date"). This Agreement may refer to either Company or TCA
as a "Par$1" or collectively as the "Patties."
, In consideration of the mutual promises and covenants contained herein, the sufficiency of
which is hereby acknowledged, the Parties agree as follows:
1. GENERAL
A. Company is authorized to provide local exchange services in the state of Idaho (the "State").
B. TCA is a registered provider of competitive local exchange services in the State.
C. The Parties enter into this Agreernent to interconnect their facilities and exchange traffic for the
purposes of fulfilling their obligations pursuant to Sections 251.(a) and (b), and 252 of the
Telecommunications Act of 1996 and to replace any and all other prior agreements, both written
and oral.
2. DETINITIONS
As used in this Agreement, the following tems shall have the meanings specified below in this
Section:
A. "Act" - The Communications Act of 1934 (47 U.S.C. $ 151 er. seq.) as amended, including
without limitation by the Telecommunications Act of 1996, and as from time to tirne
interpreted in the duly authorized rules and regulations of the Federal Communications
Commission (the "FCC").
B. "Afflliate" - a person, corporation or other legal entity that, directly or indirectly, owns or
controls a Party, or is owned or contolled by, or is under common ownership or control
with a Party. For purposes of this definition, the term "o$m" means to have an equity interest
(or the equivalent thereof) of equal to or more than l0 percent.
C. "Non-Access Telecornrnturications Traffic" - telecommunications traffic exchanged
between the Pafiies, except for telecommunications traffic that is interstate or intrastate
exchange access, informatiorl access, or exchange services for such access. Non-Access
TCA/PMT Interconnection Agreement
Telecommunications lraffic includes telecomnrunications tlaffic exchanged in Tirne
Division Multiplexing (TDM) format that originates and/or terminatcs in IP forurat.
3. TERM OF TIIE AGREEMENT
A. The Initial Tenn of this Agreement shall be two (2) years, beginning on the Effective Date.
B. Absent the receipt by a Party of written notice from the other Party at least ninety (90) days
prior to the expiration of the Initial Term to the effect that such Party does not intend to
extend the Initial Term of this Agreement, this Agreement shall autornatically renew and
remain in full force and effect on and after the expiration of the Initial Term on a year to
year basis.
C. If pursuant to Section 38, above, this Agreernent continues in ftrll force and effect after the
expiratiou of the Initial T'erm, either Party may terminate this Agreemeut ninety (90) days prior
to the expilation of any renewal term as reflected in Section 38 and after delivering written
notice to the other Party of its intention to terminate this Agreernent.
D. In the event of default, the non-defaulting Party may tenuinate this Agreement in whole or in
part provided that the non-defaulting Party so advises the defaulting Party in writing of the event
of the alleged default and the defatrlting Party does not remedy the alleged default within sixty
(60) days or such other time period as the Parties may agree is reasonable under the
circumstances after written notice theleof. Default is defined to include:
( l) A Party's insolvency or initiation of bankluptcy or receivership proceedings by or against
the Party; or
(2) A Party's material breach of any of the material terrns or conditions hereof, including the
failure to make any undisputed payment when due.
E. Tennination of this Agreement for ary cause shall not release either Party from any liability
which at the time of terminatiou has already accrued to the other Party or which thereafter rnay
accrue in respect to any act or omission prior to ternination or fiom any obligation which is
expressly stated herein to survive termination.
F. If upon expiration or tennination of this Agreement other than pursuant to Section 3D above,
the Parties are negotiating a successor agreement, during such negotiation period each Party
shall continue to perform its obligations and provide the services described herein under this
Agreement trntil such time as the successo[ agreernent becomes effective. The Parties expressly
agree that the rates, terms, and conditions of the successor agreement shall be retroactive back
to the date of termination of this Agreement or such other tirne period as the Parties may agree,
such that all payments made from the date of tennination of this Agreement to the effective date
of the successor agreelrlent shall be trued-up to cornply with the rates, terms and conditions of
the successor agreement.
4. COMPENSATION
A. As discussed below, TCA will route all traffic to Cornpany (regardless of the traffic's jurisdiction)
through an interexchange carier, which will pay Cornpany's tariffed access charges for Company's
termination of all TCA-originated traffic. Accordingly, TCA wi[[ pay no compensation to Company
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TCA/PMT Interconnection Agrcement
for TCA-originated h affic,
B. TCA will not charge Company for the tennination of Cornpany-originated, Non-Access
Compensation Traffic.
5. METHODS OT INTERCONNECTION
A. TCA will route all traffrc to Company (regardless of the h'affrc's julisdiction) in TDM format through
an interexchange camier.
B. Company may route all Non-Access Compensation Traffic to TCA either directly or indirectly, over
existing facil ities, at Company' s discretion.
6, BILLING
A. Charges and Payment
( I ) TCA shall pay invoices within ninety (90) days fi'orn the Bill Date. If the payrnent due date
is a Saturday, Sunday or a designated bank holiday, paymert shall be made the next business
day. Invoices shall be sent to:
To: PMT
Project Mutual
Association, Inc.
P.O. Box 366
Ruperl, ID 83350
208-436-7tst
[e-mail]
Telephone Cooperative
To: TCA
Teleport Communications of America, LLC
c/o TEOCO MS - AT&T Wireline
12150 Monument Drive, Ste.700
Fairfax, VA 22033
888-786-l2l I Ext.82l 8776
attwirr I ine.xtlak@teocoso lutions.com
or such other address as the Parties may designate to one another on at least thirty
(30) days prior written notice.
(2) All charges under this Agreement shall be billed within one (l) year from the timethe charge
was incurred; previously unbilled charges more than one (l) year froln the time the charge
was incumed shall not be billed by either Party, and shall not be payable by either Party.
Nothing in this subsection shall affect the right of a Party to contest inaccurate invoices to
the extent provided under law.
(3) Invoices between the Parties shall be clearly organized and charges must be accompanied
by a brief, clear, non-misleading description of the service or services rendered including
the minutes of use, the rate applied, and whether the charge is for facilities or usage. Invoices
not cornplying with this section shall not be paid until re- issued in the proper fonnat.
7. SS7
A. Company will provide and implernent all defined and industry supported SS7 mandatory
pararneters as well as procedures in accordance with ANSI standards to support SS7 signaling
for call setup for the interconnection trunks. To the extent Company provides ANSI optional
parameters for its own use, Company shall provide the same to TCA for TCA's review.
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TCA/PMT Interconnection Agreement
B. Where available, Con'rpany agrees to provide carrier identification pammeter (CIP) within
TCA's SS7 call set-up signaling protocol at no charge.
C. Cornpany shall support intercompany 64 KBPS clear channel where it provides such capability
to its end users.
D. The Parties will cooperate in the exchange of TCAP messages to facilitate full inter- opembility
of SS7-based features between their netwolks, including all CLASS feahres and ftrnctions; to
the extent each Party offers strch features and ftrnctions to its own end users.
8. NETWORK DESIGN AND MANAGEMENT
A. The Parties will work cooperatively to install and maintain reliable interconnected
telecomrnunications networks, including but not limited to, maintenance contact numbers and
escalation procedures. Company will provide written notice to TCA of changes in the
infonnation necessary for the transmission and routing of services using its local exchange
facilities or networks, as well as of any other changes that would affect the interoperability of
those facilities and networks.
(l) Each Party shall provide to the other's surveillance management center a twenty-four Q$-
hour contact number for network haffic rnanagernent issues. A fax nunrber and email
address must also be provided to facilitate event notifications for planned rnass calling
events.
(2) Each Party has the duty to aleft the other to any network events that can result or have
resulted in material service interruption, blocked calls, or negative changes in network
perfonnance.
B. Neither Party will charge reaflangement, reconfiguration, disconnection, temrination or other
non-recurring fees that may be associated with the initial reconfiguration of either Party's
network interconnection arrangement contained in this Agreernent.
C. The Parties will provide Common Channel Signaling (CCS) infonnation to one another for all
exchanged Traffic. All CCS signaling parameters will be provided. All privacy indicators will
be honored, and the Parties agree to cooperate on the exchange ofTransactional Capabilities
Application Part (TCAP) messages to facilitate full interoperability of CCS-based features
between the respective networks.
D. The Parties will provide each othel with the proper call infonnation, including all proper
translations for routing between networks and any information necessary for billing.
E. Company will process TCA maintellance l€qllests at no less than parity with the manner in which
Company processes its own maintenance requests or rnaintenance requests of its affiliates.
F. Parties shall provide prior notification of any scheduled maintenance activity perfonned by the
Parties that may be service affecting to the other Party.
G. In the case of dilect interconnection, each Party is responsible for the transport of originating
calls fi'om its network to the relevant, mutually agreed upon point of interconnection, and each
Party will ensure that its facilities are compatible with the rnutually agreed upon transmission
and facility specifications
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TCA/PMT Interconnection Agreement
9. LOCAL NUMBER PORTABILITY
Both Parties shall abide by the rules and regulations of the Federal Communications Commission
and applicable state public utility comrnission rules and regulations to port numbers from and to
each other.
10. LIMITATION OFLIABILITY
A. Except as otherwise provided for in this paragraph, neither Party shall be liable to the other Party
for any indirect, incidental, consequential, reliance, punitive, or special damages suffered by the
other Party (including without limitation damages for harrn to business, lost revenues, lost
savings, or lost profits suffered by the other Party), regardless of the form of action, whether
in contact, wan'anty, strict liability, or tort, including withotrt lirnitation negligence of any
kind whether active or passive, and regardless of whether the Parties knew of the possibility
that such darnages could result.
B. A Party's liability for direct damages for breach of this Agreement or for direct damages arising out
of perforrnance under this Agreement shall be limited to one million dollars ($1,000,000,00) in the
aggrcgate duing the life of this Agree,ment, which life shall include performance of the tenns of this
Agreement after expiration or termination pursuant to Section 3@) above.
C. The foregoing shall not lirnit a Party's obligation as set out in this Agreement to indemnify,
defend, and hold the other Party harmless against amounts payable to third parties.
D. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE
OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, OR
FACILITIES PROVIDED LINDER THIS AGREEMENT. THE PARTIES DISCLAIM,
WITHOUT LIMITATION, ANY WARRANTY OR GUARANTEE OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING
FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES
OF TRADE.
11. INDEMNITY
A. Each Party shall be indernnified, defended and held harmless by the other Party against any
claim, loss or damage arising from the other Party's negligent or grossly negligent acts or
omissions under this Agreement, or arising from the oflrer Party's intentional misconduct
under this Agreement, including without limitation: 1) Claims for libel, slander, invasion of
privacy, or infringement of copyright arisiug from the other Party's owrl comrnunications;
2) all other claims arising out of an act or ornission of the other Party.
B. As to all indemnification obligations throughout this Agreernent, the indemnifying Paxty
agrees to (a) defend, or at its option settle, any clairn or suit against the indemnified Party
as agreed to herein; and (b) pay any final judgment entered against the indemnified Party
on such issue or any settlement thereof. The indemnified Party above: (i) rnust notify flre
other Party in writing promptly upon learning of any claim or suit for which indemnification
may be sought, provided that failure to do so shall have no effect except to the extent that
the other Party is prejudiced thereby; (ii) must provide all infonnation and assistance as
reasonably requested by, and at the expense oi the other Party in connection with the
conduct of the defense and settlement thereof; and (iii) rnay participate in such defense or
settlement with its own counsel at its sole expense, but without control or authorityto defend
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TCA/PMT Interconnection Agreement
or settle. The indemnifying Party shall uot take any actiorq which unreasonably exposes the
indemnified Party to a risk of damages, which would not be covered by such indemnity, and
may not settle any matter without the prior written consent of the indemnified Parly, which shall
not be unreasonably withheld.
C. Notwithstanding anything to the contrary in any agreement between the parties, no
indemnifrcation shall arise as to Claims that are paid by the indemnified Parly without the
express written consent of the indemniffing Party, which consent will not be unreasonably
withheld, conditioned or delayed.
12. MODIT'ICATION OT' AGREEMENT
No modificalion, amendment, supplement to, or waiver of the Agreement or any of its provisions shall
be effective and binding upon the Parties unless it is made in writing and duly signed by the Parties.
13. INTELLECTUAL PROPERTY
Any intellectual property which originates from or is developed by a Party shall remain inthe
exclusive ownership of that Party. Except for a limited license to use patents or copyrights to the
extent necessary for the Parties to use any facilities or equipment (including software) or to receive
any service solely as provided under this Agreement, no license in patent, copyright, h'ademarh
service rnark or trade secret, or other proprietary or intellectual property right now or hereafter
owned, controlled or licensable by a Party, is granted to the other Party or shall be implied or arise
by estoppel. It is the responsibility of Company to ensure, at no separate or additional cost to TCA,
that Company has obtained any necessary licenses (in relation to intellectual property of third
parties used in Company's network) to the extent of Cornpany's own use of facilities or equipment
(including software) in the provision of service to Company's end-user customers.
14. CONFIDENTIAL INF'ORMATION
The Parties to this Agreement recognize that they or their authorized representatives may come
into possession ofconfidential and/or proprietary data about each other's business as a result of
this Agreernent. Each Party agrees to treat all such data as strictly confidential and to use such data
only for the purpose of perfiormance under this Agreement. Each Party agrees not to disclose data
about the other Party's business, unless such disclosure is required by lawful subpoena or order, to
any person without first securing the written consent of the other Party. A Party may request a
nondisclosure agreement of the other Party under this section.
15. RURAL TELEPTIONE COMPANY
The Parties acknowledge that Company is entitled to maintain that it is a rural telephone company
(as defined in 47 U.S.C. 153) as provided by 47 U.S.C. 251(f). By entering into this Agreement,
Company is not waiving its right to maintain that it is a rural telephone company and its right to
nraintain that it is exempt frorn$ 251(c) under 47 U.S.C. 25 I (0 of the Act.
16. MISCELLANEOUS.
A. Cornpliance with Law; Force Majeure. The Parties shall comply with any applicable orders,
rules or regulations of the FCC, Commission and Federal and State law during the term of this
Agreement. Notwithstanding anything to the contrary contained herein, a Party shall not be
liable nor deemed to be in default for any delay or failure of performance under this Agreement
resulting directly from acts of God, civil or military authority, acts of public enemy, war',
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TCAi?MT Interconnection Agreement
hurricanes, tomadoes, storrns, fires, explosions, earthquakes, floods, elecfic power outages,
government regulatioq strikes, lockouts or other work intemuptions by ernployees or agents not
within the reasonable conhol of the non-performing Party.
B. Change of Law. In the event that any final and non-appealable legislative, regulatory, judicial,
or other legal action materially affects any material tenns of this Agreement, either Party may,
on thirty (30) days written notice require that such Agreement, or such tenns thereof be
renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms
as may be required or appropriate to reflect the results of such action.
C. Participation in Regulatory and Other Proceedings. By entering into this Agreernent, neither
Party waives its right ol ability to participate in any regulatory, judicial, or legislative
proceedings regarding the proper interpretation and /or application of the Act, including
interpretation and /or application that may differ from the terms contained within this
Agreement.
D. Waivers. Any failure by either Party to insist upon the strict perfonnance by the other Party of
any of the provisions of this Agreement shall not be deemed a waiver of any of the provisions
of this Agreement, and each Party, notwithstanding such failwe, shall have the right thereafter
to insist upon the specific performance of any and all of the provisions of thisAgreement.
E. Assignment. A Party may not assign this Agreement other than to an Affiliate without the prior
written consent of the other Party, which consent shall not be unreasonably withheld or delayed,
provided, however, a Party may assign this Agreement, or any portion thereof, without consent
to any entity which controls, is controlled by or is under common control with the assigning
Party. Any such assignment shall not, in any way, affect or limit the rights and obligations of
the Parties, under the terms of this Agreement. Notice of assignment must be given at least sixty
(60) days in advance of the proposed assignment.
F. Severability. In the event that any provision of this Agreement shall be held invalid, illegal, or'
unenforceable, it shall be severed from the Agreement and the remainder of this Agreement shall
remain valid and enforceable and shall continue in full force and effect; provided however, that
if any severed provisions of this Agreement are essential to any Partys ability to continue to
perform its material obligations hereunder, the Parties shall irnmediately begin negotiations of
new provisions to replace the severed provisions.
G. Authority. The undersigned signatories represent that they have the authority to execute this
Agreement on behalf of their respective companies.
H. Survival. Any liabilities or obligations of a Party for acts or omissions prior to the cancellation
or terruination of this Agreement, any obligation of a Party under the provisions regarding
indemnification, confidential information, lirnitations of liability and any other provisions of this
Agreement which, by their terms, are contemplated to survive (or be performed after)
termination of this Agreement, shall survive cancellation or termination thereof.
I. Governing Law. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the state in which state commission approval is obtained, the Act and other
applicable federal law.
J. Filing of Agreement. Upon execution, Company shall file this Agreement with the Conmission
pursuant to the requirernents of Section 252 of the Act.
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TCA/PMT Intercontrection Agreement
K. Notices. Notices given by one Party to the other Party under this Agreement shall be in writing
and shall be: (i) delivered personally; (ii) delivered by express delivery service; (iii) rnailed,
certified mail, return receipt requested; or (iv) delivered by telecopy to the following addresses
of the Parties:
To: Project Mutual Telephone Cooperative
Association, Iuc.
For Ollcial Notices:
Mike Walsh, Sales Manager'
PMT
P.O. Box 366
Rupert, ID 83350
208436-7t51
Email: [e-mail]
With a copy to:
Rick l{arder
CFO
P.O. Box 366
Rupert, ID 83350
To: TCA
For Official Notices:
David flandal, Director Sourcing Opemtions
AT&T
I AT&T Way, Room 4A105
Bedminster, NJ 07921
Phone: [phone]
Email : [e-mail]
With a copy to:
AT&T Services, Inc.
Legal Departrnent
208 S. Akard Street
Dallas, TX75202
Attn: Interconnection Agreement Counsel
Fax: [phone]
or to such other address as either Party shall designate by proper notice. Notices will be
deemed given as of the date of actual receipt.
L. Relationship of Parties. It is the intention of the Parties that each shall be an independent
contmctor and nothing contained herein shall constitute the Parties asjoint venturers, partners,
employees or agents of one another, and neither Party shall have the right or power to bind or
obligate the other.
M. No Third Party Beneficiaries. The provisions of this Agreement are for the benefit of the Parties
hereto and not for any other person, and this Agreement shall not provide any person not a Party
hereto with any remedy, claim, liability, reimbursement, right of action, or other right in excess
of those existing without reference hereto. Nothing in this Agreement shall be construed to
prevent ILEC from providing services to or obtaining services from other carriers.
N. Entire Agreement. This constitutes the entire Agreement between the Parties with respect to the
subject matter hereof, superseding all prior understandings, proposals and other
communications, oral or written. Neither Party shall be bound by any preprinted tenns additional
to or different from those in this Agreement that may appear subsequently in the other Party's
form documents, purchase orders, quotations, acknowledgments, invoices or other
cornmunications. This Agreement may only be modified in writing signed by an officer of each
Party.
O. Conflict with Tariffs. In the event of any conflict between the language of this Agreement and
the language of an applicable tariff, this Agreement shall control.
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TCAAMT Interconooctim Agree,nent
This Agreement is €xecuted aa dsled below.
Project Mutu*l
Assochfion,
Teleport Communicodorrr Amerlcg
LLC.MBy:
Name:
Title:
Date:
MikeWalsh
By:
Namc:
Title:
Date:3l23n02t
Damaris Ortiz
kad Canier Rolations lvlaoaecr
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